CURRENT BOARD & OFFICERS
President: Candida Echeverria
Vice-President: Steven Gamboa
Treasurer: Jeanette Duhart
Secretary / Newsletter: Andrea Bidart-Oteiza
Directors: Bert Aphessetche, Marianna Etcheverria, Guillaume Biscaichipy, Aline Biscaichipy Anema, Louise Camou, Begoña Echeverria, Nicolas Irisarri, Isidore Camou & Martin Almirantearena.
ARTICLE I–PRINCIPAL OFFICE
The principal office for the transaction of the business of the Chino Basque Club (“Club”) is fixed and located at 15181 Sierra Bonita Lane, Chino, California. The Board of Directors (“Board”) may change the principal office from one location to another.
Section 1. Members. There shall be four classes of members of this Club.
a] The first class of members shall be known as regular members and will be entitled to vote,
b] the second class of members shall be known as family members and shall not be entitled to vote,
c] the third class of members shall be known as honorary members and shall not be entitled to vote,
d] and the fourth class of members shall be known as associate members and shall not be entitled to vote.
Section 2. Qualifications of Regular Members. The regular members of this Club shall be limited to, and shall consist of, persons of Basque descent (defined as persons having at least one parent who is of Basque descent), who are at least 18 years of age, and who are residents of the City of Chino or the immediately surrounding environs.
Section 3. Qualifications of Family Members. The family members of this Club shall be those persons who are “members of the immediate family” of an individual regular member regardless of whether they are of Basque descent; for the purpose of this-Section, “members of the immediate family member” shall be defined as the spouse and children, if any, of a regular member who reside in the same household with the regular member. Upon reaching age 18, a child family member may not continue as a family member, but, may become a regular member if otherwise eligible.
Section 4. Qualifications of Honorary Members. The designation of honorary member shall be bestowed upon any member of the community-at4arge whom the regular members deem worthy of such a status. The selection of any particular honorary member shall be by majority vote of the regular members at any given annual or special meeting; such title of honorary member once bestowed shall remain upon that particular person indefinitely unless and until -such status is terminated by a majority vote of the regular at any given annual or special meeting. Said honorary membership may be bestowed upon a male or a female person. In the event of the death of a regular member, the spouse and children of that member, if any, shall automatically receive the status of honorary members of the Club unless and until said spouse remarries.
Section 5. Qualifications of Associate Members.
Individuals who meet the requirements for the status of regular member may choose to be associate members instead. An Associate member’s participation in Club activities shall be limited to recreational and social activities. Associate members will have a lower membership fee than regular members, as determined by the Board, and shall not be entitled to vote.
Section 6. Voting and Other Rights of Members. Each regular member of this Club shall be entitled to one vote. Family members, honorary members, and associate members of this Club shall not be entitled to vote, and no notice of any meeting of the membership of this Club need be given to any family member, honorary member, or associate member. Each regular member shall be assessed annual dues in an amount determined by the Board of Directors which shall be payable on or before each successive annual meeting. Any regular member who fails to pay his annual dues automatically will be deemed an inactive regular member. Such an inactive regular member will be immediately deprived of the following rights and privileges: (1) The right to vote; (2) The right to attend any and all Club meetings; (3) The right to attend any and all Club dinners or any other Club function of any sort, except those Club dinners or other Club functions for which there is a specified charge or donation which can be paid. Payment of annual membership dues then in arrearage immediately restores, as of that date, such an inactive regular member to the full status of regular member with all of the rights and privileges attendant thereto.
Section 7. Admission to Regular Membership. Application for membership as a regular member must be accompanied by an initiation fee in an amount determined from time to time by the Board. No part of the initiation fee is refundable if the applicant is selected as a regular member. If the applicant meets the membership requirements as set out in Section 2 hereto, the Board at its next meeting shall, by majority vote, elect the applicant to full regular member status. If the applicant fails to receive a majority vote of the Board, he may apply for regular membership to the regular members as a whole at the next annual or special meeting thereof. Election of the applicant by the regular members shall be by two-thirds (2/3) vote. Failure of the applicant to achieve regular membership by either of the above-mentioned methods will result in a refund of nine-tenths (9/10) of his initiation fee.
Section 8. Expulsion. Any member of the Club may be expelled for conduct which the Board deems inimical to the best interests of the Club. If grounds appear to exist for expulsion or suspension of a member, the procedure set forth below shall be followed:
(a) The member shall be given 15 days’ prior notice of the proposed expulsion and the reasons therefor.
(b) The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed expulsion. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the expulsion should take place.
(c) The Board may expel a member upon unanimous vote, and the decision of the Board shall be final. Upon the Board’s unanimous vote to expel a member following the procedures set forth above, the membership of any such person, and all rights pertaining to his membership, shall terminate. No member shall be expelled for nonpayment of his annual dues.
Section 1. Annual Meetings. The annual meeting for the transaction of such business as may be necessary or advisable shall be held on the date of the annual Club get together.
Section 2. Special Meetings. Special meetings may be held at any time on the call of the President or by order of the majority of Directors, or on the written request of two-thirds (2/3) of the regular members.
Section 3. Notice of Meetings. Written notice of the time and place for holding such meeting shall be given the regular members not less than ten (10) days prior to the holding of such meeting. Such notice shall state the place, date and time of the meeting and the matters which the Board intends to present for action by the members.
Section 4. Quorum. A quorum for the holding of any meetings shall be twenty-five (25%) percent of the regular members; provided, however, that if any annual meeting is actually attended by less than one–third of the regular members, the only matters that may be voted on are those of which notice of their general nature was given under Section 3 above of this Article III.
Section 5. Adjournment. Any meeting may be adjourned from time to time until its business is completed; and the regular members present at any meeting or any adjourned meeting, if less than a quorum, may adjourn from time to time until a quorum is present.
ARTICLE IV–BOARD OF DIRECTORS
Section 1. Powers of Directors. Subject to the powers and limitations as provided by law, the powers of the Club shall be exercised, its property controlled, and its affairs conducted by the Board of Directors.
Section 2. Number of Directors. The authorized number of directors shall be eleven (11), all of whom must be members in good standing of the Club.
Section 3. Term and Staggering of Terms. At each annual meeting of the members, Directors shall be elected for terms of three (3) years each. A Director may serve a maximum of two (2) consecutive full terms. After serving the maximum number of terms, a person shall be eligible for reelection as a Director after an absence of at least one year. The Directors’ terms of office shall be established so that approximately one-third (1/3) of the Directors will go out of office annually. All Directors shall hold office until their successors are elected.
Section 4. Election of Directors. Directors shall be elected by their members annually. The Board shall request by mail that the members eligible to vote submit the names of candidates they recommend be nominated to replace the outgoing Board members. After considering the members’ recommendations, the Board shall have the authority to select the nominees. The Board shall select a number of nominees equal to the greater of the following: 1) twice the number of impending vacancies on the Board, or 2) the number of recommended candidates who accept the Board’s nomination. Once the nominees are selected, the Board will mail ballots to all members eligible to vote, and the members will be permitted to vote for as many of the nominees as there are impending vacancies on the Board. A ballot shall be invalid -if a member has voted therein for more nominees than there are vacancies on the Board.
Section 5. Vacancies. Any vacancy on the Board, whether by reason of death, resignation, removal, change in the number of Directors or otherwise, shall be filled by the remaining members of the Board, even though less than a quorum. A Director appointed to fill a vacancy shall be appointed for the un-expired term of his or her predecessor in office.
Section 6. Removal. Any Director may be removed from office with or without cause by a majority vote of the members of this corporation. The Board may remove a Director who is absent without good reason from three (3) consecutive meetings of the Board.
Section 7. Voting Rights. Each Director shall be entitled to one vote on all matters before the Board. There shall be no voting by proxy.
Section 8. Board of Directors’ Meetings. The Directors shall hold such meetings, either regular or special, at such time and place as they shall determine, and upon such notice as they may provide. A majority of the members of the Board shall constitute a quorum at any meeting of the Board. The act of the majority of the voting power present at any meeting of which a quorum is present shall be considered the act of the Board.
Section 9. Committees. The Directors may authorize such committees to carry on the functions and to achieve the purposes of the Club as they may desire, and may provide for the committee appointment, duration, functions and duties.
Section 1. Officers. The officers of this Club shall consist of a President, Vice President, Secretary and Treasurer, each of whom must be chosen from the regular members of the Club. The Club may have other such officers as the regular members may establish from time to time by majority vote at a regular or special meeting. One person may hold two or more offices, except the offices of President and Secretary.
Section 2. Election. The officers of the Club shall be elected by the Board annually. Each such officer shall hold office for one year at the pleasure of the Board or until a successor shall be selected and qualified to serve.
Section 3. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by an election conducted in the above-mentioned manner at a meeting specially called for that purpose.
Section 4. President. The President shall have the general supervision, direction, and control of the business and affairs of the Club. He shall preside at all meetings of the members and shall have such other powers and duties as are ordinarily and customarily incumbent upon that position or conferred by the Board.
Section 5. Vice President. In the absence or disability of the President, the Vice President shall perform all of the duties of the President and in so acting shall have all the powers of the President. The Vice President shall have such other powers and perform such other duties as one ordinarily and customarily incumbent upon that position or conferred by the Board.
Section 6. Secretary. The Secretary shall keep a full and complete record of the proceedings at all meetings, shall keep the seal of the Club and affix it to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the Club, and shall discharge such other duties of the office as are ordinarily and customarily incumbent upon that position.
Section 7. Treasurer. The Treasurer shall receive and safely keep all funds of the Club and deposit them in the bank or banks that may be designated by the officers. Those funds shall be paid out only on checks or drafts of the Club signed by the President or Vice President, and countersigned by the Treasurer or Secretary. The Treasurer shall have such other powers and perform such other duties as are ordinarily and customarily incumbent upon that position.
Section 8. Officers’ Meetings. The officers shall hold such meetings, either regular or special, at such time and place as they shall determine, and upon such notice as they may provide. Three members of the officers shall constitute a quorum for the transaction of business.
No guests shall be entertained at the Club or participate at any of its functions unless they are in the company of at least one regular or family member of the Club.
No person who is now, or who later becomes, a member, director, officer, employee, or agent, of this Club, shall be personally liable to its creditors for an any indebtedness or liability, and any and all creditors of this Club shall look only to the assets of this Club for payment.
ARTICLE VIII–AMENDMENT OF BYLAWS
These Bylaws may be amended or repealed and new Bylaws adopted by the vote of two-thirds (2/3) of the members present at any regular meeting, or at any special meeting called for that purpose.
Section 1. Execution of Documents. The Board may authorize a director, officer, or agent to enter into any contract or execute any instrument in the name of or on behalf of the Club, and this authority may be general or confined to specific instances; and unless so authorized by the Board, no director, officer, agent or other person shall have any power or authority to bind the Club by any contract or engagement or to pledge its credit or to render it liable for any purpose or any amount.
Section 2. Inspection of Bylaws. The Club shall keep at its principal office the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the members at all reasonable times during office hours.
Section 3. Rules of Order. The rules contained in Robert’s Rules of Order, revised, shall govern all members’ meetings and officers’ meetings of the Club, except in instances of conflict between Robert’s Rules of Order and the Articles of Incorporation or Bylaws of the Club or provisions of law.
Bylaws adopted this ______ day of _________, 1998.
John Barcelona, President
John Ysursa, Secretary